Seller: Sudest Europe Srl – Via Enrico Toti 77, 73011 Alezio (LE), Italy – VAT 03418990754
Website: www.arber-horticulture.com – Commercial e-mail: info@arber-horticulture.com – PEC (certified e-mail): sudest@pec.sudest.it
1. Definitions
Seller: Sudest Europe Srl.
Customer: any legal person or sole trader acting for purposes related to their business or professional activity.
GTCS: these General Terms and Conditions of Sale.
Order Confirmation: document issued by the Seller accepting the Customer’s order and setting out the specific terms of supply.
Incoterms® 2020: ICC delivery terms applicable to the agreed delivery condition.
2. Scope of application
These GTCS govern all B2B sales of products by the Seller. Submitting an order implies acceptance of these GTCS. Any Customer terms shall apply only if expressly accepted in writing by the Seller.
3. Offers, orders and contract formation
Quotations, price lists and availability are indicative and non-binding. The contract is concluded only upon the Seller’s Order Confirmation, which will state: products, quantities, prices net of VAT, delivery term (Incoterms® 2020), estimated delivery time, ancillary charges and payment terms.
4. Prices, invoicing and payment terms
4.1 Prices are in Euro, net of VAT, duties and charges. Unless otherwise agreed in writing, payments shall be made in accordance with the methods and due dates stated in the Order Confirmation.
4.2 The Seller may suspend or cancel supplies in case of any non-payment or late payment, even partial.
4.3 In case of delay, default interest shall accrue pursuant to Italian Legislative Decree No. 231/2002, plus the €40 lump-sum recovery cost, without prejudice to further damages.
4.4 Set-off of reciprocal claims/debts is not permitted unless expressly agreed in writing.
5. Delivery term, shipment and transfer of risk
5.1 The delivery term is the one stated in the Order Confirmation and is governed by Incoterms® 2020.
5.2 Delivery dates are indicative and non-essential. Delays not due to the Seller’s wilful misconduct or gross negligence do not entitle the Customer to terminate the contract or claim penalties.
5.3 Unless a different delivery term is agreed, risk passes to the Customer in accordance with the applicable Incoterms® rule.
5.4 Partial deliveries and related pro-rata invoicing are allowed.
6. Unloading and on-vehicle handling at destination
Unless otherwise agreed in writing (e.g., Incoterms® DPU) and within the limits of applicable law, unloading of the goods and any handling on board the vehicle (truck and/or container) shall be under the Customer’s sole care, cost and risk; the Seller and/or the Carrier shall be held harmless from any liability for facts and damages connected with such operations; the driver is not required to perform manual handling or use equipment (tail-lift, pallet truck). Any unloading/destuffing/positioning services will be performed only if expressly requested and confirmed in writing and will be invoiced separately.
Note: For full-truck loads, unloading by tail-lift is not foreseen unless specifically agreed in writing.
7. Packaging, pallets and transport documents
Unless otherwise agreed, standard packaging is included; pallets are returnable or subject to deposit/charge according to industry practice. The Customer must ensure that the delivery address and delivery instructions are correct and complete; warehousing, re-delivery and waiting time costs due to Customer-related causes shall be borne by the Customer.
8. Inspection on delivery and claims (B2B)
8.1 The Customer shall immediately check the condition of the packages upon delivery and, in case of damage/dents/wetness or shortages, shall enter specific reservations on the carrier’s documents.
8.2 Any apparent defects must be notified in writing within 3 (three) days of delivery; hidden defects within 8 (eight) days of discovery and, in any event, no later than 12 (twelve) months from delivery, unless a different term is agreed.
8.3 Claims must state the delivery document number, lot, description of the defect and photographic evidence. Generic or late claims will not be considered.
9. Warranty and remedies
9.1 In the event of defects attributable to the Seller, the Seller will, at its option, repair, replace the defective product or refund the price paid for the non-conforming item.
9.2 The warranty does not cover defects arising from improper use, improper storage, tampering or use contrary to the technical data sheets and instructions provided by the Seller.
9.3 The warranty excludes costs for downtime, non-agreed installation/removal, loss of profit or indirect/consequential damages.
10. Limitation of liability
The Seller shall only be liable for direct and foreseeable damages arising from its breach, up to a cap equal to the price of the order to which the damage refers. Loss of profit and indirect or consequential damages are excluded. No limitation applies in cases of the Seller’s wilful misconduct or gross negligence, nor where mandatory rights under applicable law prevail.
11. Returns and RMA procedure
Any return requires the Seller’s prior written authorisation (RMA). Products must be returned in original packaging, intact and complete. Unless otherwise agreed, returns are carriage paid to the address indicated by the Seller. Goods returned without RMA may be refused.
12. Retention of title
Title to the goods shall remain with the Seller until full payment of the price (Italian Civil Code, arts. 1523 et seq.). Until then, the Customer shall keep the goods with due care and shall not transfer them, create securities or process them without the Seller’s written consent.
13. Force majeure
Events of force majeure (including but not limited to natural disasters, war, riots, acts of authority, epidemics/pandemics, fires, floods, supply-chain disruptions, shortage of raw materials, general strikes) suspend the parties’ obligations for the duration of the impediment, without liability of the Seller.
14. Regulatory compliance and safety
The Customer undertakes to use, store and/or resell the products in compliance with applicable law and the technical data sheets/safety data sheets provided or available upon request.
15. Personal data protection
Personal data are processed in accordance with the Privacy Notice available on the Seller’s website, which the Customer acknowledges to have read.
16. Assignment and subcontracting
The Customer may not assign the contract or any rights/obligations without the Seller’s prior written consent. The Seller may rely on subcontractors for performance of its obligations.
17. Severability
If any provision is or becomes invalid or unenforceable, the remaining provisions shall remain in full force. The parties shall replace the invalid clause with a valid one that, to the extent possible, achieves the same economic purpose.
18. Governing law and jurisdiction
These GTCS and the sales contracts are governed by Italian law. Any dispute shall be subject to the exclusive jurisdiction of the Court of Lecce (Italy).
19. Amendments to the GTCS
The Seller may update these GTCS; the version applicable is the one published on the date of the order. Updates will be identified by the “Last updated” date.
Contacts
- Administration & payments: info@arber-horticulture.com
- Orders & logistics: info@arber-horticulture.com
- Technical support/safety data sheets: info@arber-horticulture.com
- PEC (certified e-mail): sudest@pec.sudest.it